Parse the indemnity
Identify parties, trigger, losses, defence, causation, exclusions and survival.
Decision framework
Move from agreement language to a clear position.
Each step keeps exposure, insurance, evidence and authority separate.
Parse the insurance
Identify products, limits, mechanics, evidence and duration.
Map, do not merge
Connect plausible coverage categories while preserving separate legal and policy questions.
Find the residual
Flag uninsured remedies, excluded conduct, broad parties, guarantees or timing gaps.
Route the decision
Send legal interpretation, policy response and business exception to an authorized person.
Decision matrix
Use the fact pattern, not the clause label.
These are routing positions. Actual policy, legal and statutory outcomes still require the appropriate qualified person.
| Signal | Why it matters | Working response |
|---|---|---|
| Injury to another party | Indemnity for negligent injury or damage. | Map to liability coverage, then verify contractual liability and additional insured mechanics. |
| Professional failure | Indemnity for errors, delay or financial loss. | Map to errors and omissions (E&O), but review reporting terms and damages limitations for claims made coverage. |
| Privacy/security | Indemnity for breach, response cost or a claim by another party. | Separate direct cyber losses, privacy claims by other parties and contractual remedies. |
| Penalty/guarantee | Liquidated damages, fines or guaranteed performance. | Do not imply insurance availability; identify residual business exposure. |
Applied example
Fictional scenario: technology implementation
Situation: A supplier indemnifies a customer for all losses arising from any breach, while the insurance clause requires Cyber and E&O and the customer assumes those policies fund the entire promise.
InsureClause path: The review separates privacy claims, service failure, the cost of performing the services again, fines, IP and broad contract damages. It helps prepare targeted insurance language and questions about the indemnity and residual risk. Share those questions with the authorized legal and business decision makers.
Boundary: The result supports a coordinated position without interpreting a policy or giving legal advice.
Review checklist
What a usable position should contain
- Indemnity parties and triggers are identified.
- Losses to the insured party and claims by other parties are separated.
- Insurance products are mapped without promising response.
- Reporting basis, exclusions, sublimits and timing questions are flagged.
- Evidence is not treated as a policy amendment.
- Residual uninsured exposure has an authorized approver.
Editorial method
Practical, based on sources and clear about uncertainty.
This guide combines common commercial insurance practice with information from public authorities and regulators. The sources support the framework, but they do not create one legal or coverage answer for every situation.
The product value
Bring the same structure into a complete contract review.
InsureClause connects the work, responsible party, exposure, insurance mechanics, evidence, wording and next step in one review.